One Little Act of Kindness
by Cybra
Summary: Rotting away in his own dungeon, Mad Ben has had plenty of time to reflect on how it all went so wrong. When he finds a forgotten prisoner, he decides to attempt to nurse the other back to health, to do at least one thing right, and sets off a chain of events to start fixing some of what's so wrong with his universe.


One Little Act of Kindness  
By Cybra

 **A/N:** Kind of had this idea of how the different versions of the bad Bens might've met their Azmuths. Unless I get other, more definite ideas, this will probably be the only one though. I'm of the firm opinion that most if not all Bens start off good but the circumstances and the choices he makes as the result of them makes a Ben good or bad. After all, if you stop and think about it, Ben 23—one of the _good_ Bens—nearly ripped his own Azmuth in half on first meeting because he'd thought all aliens were bad. If Ben Prime hadn't stepped in, he probably would've become one of the bad ones in the end.

 **Disclaimer:** _Ben 10_ belongs to Cartoon Network.

When you were a deposed warlord wasting away in your own dungeon, you had plenty of time to think. That meant that once Ben had used up the last of his anger, he'd started reviewing his life and looking over the "roads not taken". It allowed long-forgotten memories to rise to the surface so he could fully appreciate where he'd gone so wrong.

He remembered that he hadn't wanted to be a warlord. As his homeworld became more and more of a desert, he'd wanted to help people. The strange watch from the stars he'd seen as possible salvation. His aliens could allow him to help so many, possibly even make something of the horrendous planet they were forced to live on. But as the world fell apart, nothing he did improved things.

Until Maltruant and Vilgax came to aid him.

Ben tucked his knees close to his chest, lowering his head. Things had gone so well at first. He'd made a difference, protected the weak, everything he'd wanted to do. In return he did as they'd asked, ignoring his conscience because really what was so bad about destroying the water supply of bad people to force them to move on? And once he'd done that, it was easier to convince him that getting _all_ the water under his control would be good since he could make sure the right people got it. With each tiny step away from his original goals, the less he'd noticed until…

…well, until his current situation.

But if Ben thought very hard, he remembered when he'd been so badly injured and the Power Watch was too damaged to help him that Maltruant had taken him to someone with old and kind orange eyes. He remembered a firm voice adamantly refusing to fix Maltruant but taking pity on a child. Sometimes in his dreams he could remember whispered words told to him as the fever finally ebbed:

" _It's not too late for you."_

He was glad that the owner of that voice and those eyes couldn't see him now. He was unlikely to see sunlight outside of the tiny slivers that filtered in through the thin windows near the ceiling of the darkened dungeon, the air hot and stuffy despite the shadows. The Power Watch—now surrounded by iron—would be no help in escaping. He would be left down here to rot until Rook and the others figured out what to do with him.

"Can't I start over?" he whispered in a cracking voice, pleading with he knew not whom for even that tiny comfort.

Silence was his answer. Apparently the window of opportunity that whispered statement had promised had long-since closed.

He sat there watching the light further dim and fade away as the temperature began to drop sharply. Someone dropped him a canteen of water and a hard roll though the barred window of the door, not nearly enough to last him the night without rationing. Then he was left alone again the dark, picking away at the bread and taking tiny sips of the water. Neither his hunger nor his thirst were satisfied.

Something shuffled in the dark.

Ben looked up and around, eyes having had plenty of time to adjust, until he spied a tiny form inching its way out of a crack near the corner. It would've been unnoticed by anyone, especially given how small it was. It managed a few more inches before it laid there, the soft wheezing reaching Ben's ears in the silence. Rats didn't wheeze as far as he knew.

Seeing as how he had nothing better to do, Ben got up from his seat and walked over, carefully reaching down to pick up the tiny form. He moved into what little moonlight reached his prison to examine it further.

The little creature lying there was filthy, its clothing in rags. Scars decorated the cracked exposed flesh. Ben had to hunt his memory for the animal the alien—for it had to be an alien—resembled: After all, frogs had died out without easy access to water. He vaguely remembered transforming into one of this species in the past but had stopped using the form when the oppressive unending desert that had once been Earth became too much for him in that body.

Using what little slack the manacles allowed, Ben gently prodded the alien. It moaned, curling in on itself. Despite its too-thin frame, its stomach was starting to bloat outward. Starvation coupled with severe dehydration. He'd seen the symptoms many times before. (He'd _caused_ the symptoms many times before…)

He took the alien back to where his food and water waited. He didn't know why he did. It would've been kinder to snap the pathetic creature's neck to end its suffering, but he wanted to try and reclaim something of the naïve boy he'd once been, the kid who'd just wanted to help people as things went from bad to worse to Hell on Earth. Pouring a little water into the upturned canteen cap, he broke off a tiny chunk of his bread, soaked it in the water, and brought it to the alien's lips.

It took several tries to get the other to open its mouth and then to chew and swallow each morsel. A little at a time, he fed the prisoner he couldn't remember sealing away. (It wasn't impossible though. He'd forgotten the faces of so many of his victims.) Then he'd dipped a fingertip into the water over and over to drop it into the other's mouth along with drizzling it over that cracked skin. The alien was still in rough shape, but, should it perish anyway, Ben had at least given it one night of rest uninterrupted by its own body attempting to consume itself for nourishment.

"They must've stopped feeding you after they took me down," Ben noted, running his fingers over his companion's back. "Probably forgot you even existed. Just like I did."

Ben Prime wouldn't have done so. Even that brat Ben 23 would've had more of a sense of mercy than that. And though his training told him that such kindness, _this_ kindness, was weakness, he countered that it had made his two counterparts much stronger than him.

He rubbed a finger under the alien's chin, the alien instinctively tilting its head back to give him better access as it sighed with contentment.

"So let's be forgotten together," Ben told it with a sad smile.

* * *

It was easy to hide his tiny companion from the guards. Not that they paid him much mind aside from shoving a meager meal and some water through the bars twice a day before hurrying back to their posts, the guards still too frightened of him despite his disarmed and imprisoned state. It was just enough to keep him alive so that if they decided to make his end public, he'd at least still be recognizable. However, there was plenty of provisions left over after Ben gave his weak companion its share. After all, the alien wasn't very big.

There wasn't much he could do aside from huddle around the other as the dungeon reached its coldest in the middle of the night, threadbare blanket barely providing any warmth, and to ensure the creature ate and drank its fill. However, seeing the too-thin form start to fill out and hear less rasping in the alien's breaths raised Ben's spirits significantly. _Finally_ he was doing something right. After years and years of destroying lives, he was finally doing what he'd originally set out to do: saving someone.

And then one day, those alien eyes finally opened.

Ben felt immediately haunted because _he knew those eyes._ As weak and defeated and near-lifeless as they were, they were as old and kind as he remembered them being. But he couldn't recall the name, only the voice as the whispered message once again returned to him:

" _It's not too late for you."_

"Look who's up," Ben said, attempting levity when he really wanted…well…he wasn't sure what he wanted, to be honest. Part of him wanted to run away rather than face judgment but the rest of him wanted to break down and sob and confess and beg forgiveness of the only being who'd seen a child rather than a monster-in-the-making.

The familiar stranger studied him for several moments before closing tired eyes and adjusting himself so that he snuggled a bit closer to Ben, shivering with perceived chill. In that moment, Ben felt a fresh pang of guilt. He should've alerted someone to the little being's presence. Even if it was good to do something to help someone, he would've done more if he'd just spoken up to the guards so they could take his former savior to be properly treated.

He rose from where he was sitting, cradling the small form as best he could. He swallowed and opened his mouth, intending to call out and summon help, but the words caught in his throat. He choked and swallowed again.

"Someone, get in here!" he barked, mustering up as much of the warlord as he could. "You idiots left a prisoner in here!"

"Yeah, you!" a guard called through the safety of the door, making the guard's companion laugh.

Ben grit his teeth and growled for a moment. "You left someone _else_ in here!" He grinned nastily, doing his best to hold his unconscious charge gently even as he pretended to be toying cruelly with the alien. "But I guess I should thank you. I needed something to play with. It's boring in here."

There was a pause.

"He's lying," the second guard said, not sounding entirely sure.

Ben gripped his former savior in one hand, positioning the other as if intending to rip the poor being in half while really just providing some extra support. "Wanna bet?"

There was a pause before an eye peeked through the window in the door. Then there was a flurry of activity as the two guards plus three more rushed inside. Ben found his hands emptied mere seconds before he was pinned to the floor. He groaned as he tasted blood from his newly-injured lip. He looked up just in time to see the small alien being carried swiftly out. He smirked in satisfaction, not caring when the last guard holding him down released him and kicked him in the stomach.

"Make sure when you tell your friends that you kicked me that you could only do it when I couldn't get up!" he taunted.

The guard's face flushed with rage and humiliation. However, he followed his cohorts out and sealed the door shut behind him.

Ben got himself to his feet, returning to his usual place to sit down. He already missed his silent companion yet he felt satisfied that he'd finally done _something_ right.

* * *

Azmuth had spent so long in the dungeon that the idea of freedom had evaporated. All that remained were blistering hot days and freezing cold nights in the cell too big for someone his size. It would've been simple enough to escape had Maltruant not ensured that he was too weak from hunger and thirst to move much. His rations had always been small even for a being his size, and he'd barely had the strength to find a crack where he could avoid being grabbed by the Chronosapien to be tossed around when he refused to assist in repairing him.

No, there'd been only one time he'd assisted the Chronosapien, and it had been to save a human child bearing his second greatest sin: the Omnitrix.

The boy had been broken, the Omnitrix barely managing to keep him alive. Azmuth had instantly figured out what Maltruant was doing, knew what would happen if he helped the child…but hadn't been able to do the rational thing and end the child's suffering. He'd already indirectly taken so many innocent lives. The boy was likely doing everything he could think of to survive. The human was as much a victim as the people he was likely used against.

"It's not too late for you," he'd told the child when the fever finally broke during the brief instant their eyes had locked.

That moment was burned into the forefront in his memory, coming out even when the delirium of an empty belly made him half-wild. Staring at the fundamental forces of the universe, studying them intently for months before he even made the accursed sword, had made him somewhat sensitive to their strange pulse that he'd always seen out of the corner of his eye before. In that moment, a heavy cloud of Possibility had hovered over them like a storm about to break. That moment had been supposed to lead to _something…_

But what it was, Azmuth would never know. Perhaps Maltruant—his species sensitive to the ebb and flow of Time—had sensed it as well and known what would happen for the mechanical being had grabbed Azmuth and literally thrown him back into the cell. The injuries the Galvan sustained from striking the far wall and falling to the floor had kept him from moving for at least three days, and the upped rations he'd received for tending the child had been revoked by the time he'd recovered enough to try leaving.

One day, the rations stopped altogether.

He'd thought Maltruant was trying to push him into relenting by stretching out his rations as long as possible so that the hunger-madness would drive him to do anything for just a bite to eat and a sip of water. What few insects made it into the cell were hardly enough to keep him going. The last time there'd been enough to gorge on, unable to curb his appetite to eat slowly and sensibly, he'd vomited it all back up due to his stomach being unable to take the sudden onslaught of food, leaving him in a worse state than he'd been in before. Water was even harder to come by for it barely rained on this miserable dust ball. The best he could hope for was someone randomly spilling some close enough for it to drizzle down into the cell where it would pool for an hour or two before drying up as if it'd never been. Given how precious water was on this planet, it didn't happen often so he had to rely on what fluids the insects he found could provide.

At one point as he'd lied there in his small hiding spot, he realized the truth: He'd been left to die.

Then there was nothing definite. Time passed, he wasn't sure how long, and there'd been shouting. Then came the regular scent of food and water. Finally, there'd been the agony of trying to drag himself towards it with what little strength he had left. Everything after that was a haze though he did remember a voice talking to him though the words had been incomprehensible and there'd also been a brief glimpse of worried orange eyes.

The next time he woke up, he found himself in a small tank of water, barely big enough to submerge himself in and no room to turn around. He laid there at the bottom of the tank, just allowing his gills to inhale and exhale the fresh water, clearing out the last bits of dust that had been there for as long as he could remember. Water. Oh stars and galaxies, _water…_

The door leading to the room he was in opened, and he pressed himself down as flat as possible, tucking his legs instinctively below himself in case he needed to leap to freedom. He likely wouldn't get far, but he had at least one good jump in him due to having a surprising amount of energy. At that realization, he vaguely remembered the taste of soaked stale bread in addition to drops of water. So somebody had found and fed him before putting him in this.

The Revonnahgander that entered was dressed in the usual spiked desert wear found on this planet. He walked over towards Azmuth, pausing as he realized that the Galvan was alert and watching him. "It is good to see you're…you are awake."

Azmuth tilted his head to one side, curious. This Revonnahgander spoke as if speaking without contractions was foreign to him…or perhaps he was just making a conscious effort to clean up his language given his people's regular speech patterns.

"I am Rook Blonko. May I have your name?"

Azmuth didn't answer at first, rolling his tongue around in his mouth for a moment. It'd been so long since he'd been able to speak, his tongue swollen and uncooperative in his mouth, that it took a moment to get the feel of words again. "Azmuth."

The other being walked over to a book. He frowned as he searched through it, finally closing it with a furrowed brow. "I have no record of your incarceration and I made sure to keep careful notes of the Warlord's—of _Ben Tennyson's_ —prisoners."

Azmuth's brow arched. The change in address was obvious: this warlord must've been deposed. Who would fill the power vacuum left behind was uncertain and inconsequential at the moment. More pressingly, however, was that unseen pressure that hadn't let up since he'd locked eyes with the boy he'd saved now bore down on him with such force that it felt difficult to breathe. "I wasn't one; I was Maltruant's prisoner."

"Ah. That would explain why none of us were aware of your presence in that cell," Rook said. "However, your name sounds as if I should know it."

"You might," Azmuth said evasively.

"May I ask why Maltruant was keeping you?"

"He wanted my assistance in repairing himself. I refused."

The other stared at him with wide-eyes.

"What?" he growled, annoyed at how weak his voice sounded.

"You are the one Maltruant could not convince so he had to call upon the Cerebrocrustacean Psychobos instead?"

"I suppose."

Their conversation was interrupted by the loud growl of hunger that Azmuth's stomach made. He huddled down, instinctively wrapping his arms around it. The memory of damp stale bread returned to his mouth, making him all the hungrier. The water helped but he needed food, too. It didn't matter what. He'd eat anything.

The Revonnahgander walked over to him with a piece of unleavened bread far too small for any creature his own size but more than enough for Azmuth. As soon as it was set down beside his tank, Azmuth leapt free to land atop it, hunching low over it to protect such bounty like a wild creature. The larger being backed up a few feet before Azmuth proceeded to bite into the bread and tear out a chunk.

' _Slowly,'_ he mentally cautioned himself as his instincts threatened to take full control. _'Slowly. Eating myself sick will solve nothing.'_

He wondered what his Galvan brethren would've thought looking at him as he was: The First Thinker himself huddled over what amounted to a bread crust with all the manners of a beast. As soon as the first mouthful—thoroughly chewed despite his desire to bolt it down whole—was in his stomach, he decided that if they'd seen him, he wouldn't have cared as he hurriedly dove for a second mouthful.

The Revonnahgander watched him, seemingly unphased by the lack of manners. This world had probably shown him plenty of sapient beings acting like animals when on the brink of starvation or total dehydration. Azmuth watched him with one eye even as he tore into his meal ravenously, the other being's face frowning in deep thought.

The flatbread was probably little more than baked flour, salt, and water, but it tasted heavenly. Every bite filled in the empty pit he called a stomach, his body's own internal systems immediately going to work on digesting something other than his own body. As his body demanded more, it was taking considerable effort to pause between bites to assess how full he really was. He just wanted to eat and eat and eat until he'd burst. A sudden hiccup startled him into stopping entirely, allowing him to pause long enough to realize that despite his best efforts, he'd eaten so quickly that he'd swallowed much more than he'd thought. With this knowledge, he carefully moved himself away from the remaining quarter of the flatbread, already starting to feel unnaturally heavy and sluggish. He'd eaten his fill, yes, and quite a bit more, it seemed.

"I remember your name now. You created what Ben Tennyson called 'The Power Watch': the Omnitrix."

Azmuth swallowed thickly, meeting the Revonnahgander's harsh gaze. There was no point in denying it. "Yes. I did."

Rook glared at him. "Everything that happened here is _your_ fault." He curled his lips in disgust as he stormed forward. "Now I wish I hadn't fed you but that we'd left you to Ben Tennyson."

Azmuth didn't back up. For starters, there wasn't much room left on the table to retreat to. For another, well, his overfull belly wasn't allowing him much in the way of movement.

"If you hadn't built that _thing,_ everything would've been just fine!" Rook raged.

Somehow Azmuth doubted that given the desertification of this planet would've likely still happened, but the Galvan didn't argue even as Rook snatched the last remaining quarter of the flatbread away before drinking down what little water was in the tank. He flinched, yes, but arguing would've been pointless.

"Still, if you are its creator, you can remove it from him," the Revonnahgander said, starting to calm down.

"I could, yes," Azmuth said softly.

"Then at least you'll be a little useful," Rook spat.

Azmuth knew that after he'd removed the Omnitrix, he'd likely be executed, but he didn't blame the Revonnahgander. If anything, he deserved death for more than just creating a tool of peace that could so easily be twisted into a weapon of war.

Rook swept him into an empty basket, closing the top from the outside and weighing it down with something if the lid's creaking was anything to go by. "You'll remain there until we need you."

Had Azmuth been as light as he'd been prior to his meal, he could've easily hopped to the seam and squeezed his way out. Overfull as he was, he'd likely not to get far at all before he'd have to vomit up his meal, making him an easy target.

Of course, the Galvan wasn't planning to go anywhere. He'd take his punishment without complaint.

Instead of making plans, Azmuth laid down carefully on his side, curling up slightly. He closed his eyes and rested for what was likely to come.

* * *

It was dusk when they came.

Ben narrowed his eyes as Rook appeared with a pair of guards. Gripped tightly in the Revonnahgander's hands was the prisoner he'd done his best to nurse back to health.

"Your execution has been set for tomorrow. You will be taken to the central square at sunrise and left tied to a post where the passerby may throw stones at you. Once midday arrives, you will be publicly beheaded for your crimes, regardless of if you survive the stoning, as a public demonstration that your rule is over."

The former warlord felt sick. He was no stranger to executions—he'd decided on and performed more than his share over the past few years—but he'd always made them quick. Stoning…stoning was slow and agonizing. If you were lucky, someone would strike you in just the right spot with the right amount of force to kill you instantly. Otherwise, broken bones and damaged internal organs would do the job over a much longer period of time in which case the beheading would be a mercy kill.

"Hoping the crowd does your dirty work for you?" he snarled as the guards moved in to release the manacle on his right arm and grab both arms, spreading them far apart. The manacle around the Power Watch would keep him from activating it, but the added precaution told him that there was more coming. "If you're going to execute someone, at least bloody your own hands when you do it."

Rook pulled his lips back in a snarl of his own before he marched over and unlatched the band around the watch.

Ben watched with narrowed eyes, wondering just what this was.

Sure enough, the Revonnahgander held out the small alien to the watch. "Remove the Omnitrix."

The much smaller being looked up at him, and Ben felt a sudden wave of pressure as if every eye in the universe was on them. The others in the room seemed to vanish, leaving only the pair who'd saved each other. The hairs on the back of Ben's neck prickled. These kinds of things only happened in stories, not reality. Significant moments came and went without any fanfare in the real world, but this…this was something that the entire universe seemed to have been waiting for. He didn't even know the other's name, but suddenly all of reality was focused on what they did next.

The alien's hands glided over the touchscreen of the Power Watch, manipulating what Ben didn't know. The face slid back as the core rose. The other put his hands on it.

The alien looked at him and mouthed a message.

 _It's not too late for you. Run._

Rather than pulling it up and removing the vital component needed for the watch to work, the tiny being forced it down. Ben's body felt the rush of power that melted his bones and organs, reducing him to a formless creature of slime that easily escaped the grip of his startled captors. The disk that hovered over it spun quickly, rotating the spikes sticking out of it to force the guards to back up.

Ben flung part of his bright orange slime at the window, the acid easily melting the bars that had been too small and narrow for even his own undersized body's escape. Using the watch, he could run much farther than Rook or his men could reach. However, he wasn't going to leave just yet.

He slammed his gelatinous mass into Rook, forcing him to drop Ben's savior whom he cradled in his formless body. The disk zoomed out of the window, the slime and its passenger whirling afterwards.

"Don't let him escape!" Rook wheezed.

Blaster fire tore holes through his slime but it didn't hurt. Instead, Ben released his charge just long enough for him to shift to his swift red flyer form, catching the tiny creature with the claw of one foot. He then tore off into the sky, aiming to put as much distance as possible between him and his former captors.

* * *

Azmuth hadn't expected to feel the wind on his skin again. He definitely hadn't expected the child he'd once rescued to save him during his own escape. Then again, perhaps he shouldn't be too surprised. This Ben Tennyson had saved him in the dungeon by feeding him and giving him water, things the human likely hadn't had much of to begin with. The young man had likely done terrible things as warlord, yet he had shown mercy not once but twice.

The Aerophibian Ben Tennyson had become swooped low over an abandoned, rusted-out building, an odd creature resembling a cup with a goofy smile on its face decorating the broken sign. Ben hovered over the ground, dropping his charge before awkwardly shifting to one side so he could land and revert to human without stepping on the Galvan.

Azmuth climbed atop a patch of rubble so that they were eye-to-eye. Neither said a word for several minutes.

"You said…you said it wasn't too late for me…?" the young man who'd once been a warlord asked with quiet hope.

It could've been a ploy. Maltruant and Vilgax had practically raised this boy. Releasing him had likely been a mistake.

Yet…

Despite the sharpness of the boy's clothes and the awful things he'd likely done, the human's face and eyes were still soft and desperate for some form of guidance.

"What would you do if it wasn't?" Azmuth asked.

"Go somewhere as far away from Ben- _Bell_ wood as I could. Find somewhere that didn't know me to start over."

"What then?"

The universe seemed to hum with renewed intensity as the former warlord said quietly, "Help people. And do it right this time."

Azmuth was silent as the words rolled over him. Here they were: two beings who'd done terrible things in the name of helping others and both looking for a way to pay for their crimes. And the universe was waiting for what they would do, tense and watching.

"That's what I want, too," he admitted.

The human blinked, clearly having no idea what he'd done that was so bad, but then he gave a wry smile and held out his left hand. "Maybe we can figure out how to do it together?"

There was an energy in the air centered on the Omnitrix wielder's hand. This was the moment where it all came to a head.

Azmuth gave a weak chuckle. "I suppose we'll have to."

He reached out his own hands and clasped one of the other's fingers between them. The human carefully brought his thumb forward to hold one of Azmuth's hands between it and that same finger.

In that instant, the pressure that had been present since they'd first met when the human had been an unconscious child on a table and had been building since they'd met once more released. Despite huddling in a derelict building in the middle of a desert world, everything was…right. It was as if some fundamental flaw in the universe had finally been corrected.

' _I wonder what that means for the future…'_

A genuine smile broke out across the youth's features. "I'm Ben, Ben Tennyson."

He returned it with a softer smile of his own. "My name is Azmuth. Now if you're really serious about starting over…" He looked to the Omnitrix and the spikes stuck to the band. "…let's start by getting rid of these adornments you added to my Omnitrix."

For a moment, he thought the human would argue, but to Azmuth's surprise he stopped, considered, and finally nodded. "…Okay."


End file.
